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EXHIBIT 10.12

                              EMPLOYMENT AGREEMENT

         This AGREEMENT (the "Agreement") is made and entered into as of this
13th day of February 2004, by and between Davel Communications, Inc., (the
"Corporation") and Tammy Martin ("the Executive").

         WHEREAS, the Corporation desires to have the Executive provide services
to the Corporation as General Counsel, having determined that the services of
the Executive are of value to the Corporation, and the Executive desires to be
employed by the Corporation as General Counsel; and

         WHEREAS, the Corporation and the Executive intend this Agreement to
supersede and replace that certain employment agreement between the parties
dated on or about September 3, 2002 (the "Previous Agreement").

         NOW THEREFORE, in consideration of the Executive's performance of the
duties set forth herein, and upon the other terms and conditions hereinafter
provided, the parties agree as follows:

         1.       Employment and Services.

                  During the term of this Agreement, the Executive shall be
                  employed as General Counsel of the Corporation. As General
                  Counsel, the Executive shall render administrative and
                  management services to the Corporation such as are customarily
                  performed by persons situated in similar executive positions,
                  and such other duties as the Chief Executive Officer ("CEO")
                  may from time to time reasonably direct. As an employee of the
                  Corporation, the Executive shall report directly to the CEO of
                  the Corporation.

         2.       Term of Agreement.

                  The term of this Agreement shall continue for a period of
                  twelve (12) months beginning February 13th, 2004 and ending
                  February 12th, 2005. This Agreement shall supersede the
                  Previous Agreement and the Previous Agreement shall have no
                  force or effect.

         3.       Obligations of the Executive.

                  The Executive agrees to devote his best efforts and
                  substantially all of his business time to the business and
                  affairs of the Corporation, and to discharge his
                  responsibilities herein. The Executive may serve on corporate,
                  civic or charitable boards or committees and may manage
                  personal investments, so long as such activities do not
                  interfere in any material respect with the performance of his
                  responsibilities hereunder.

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EXHIBIT 10.12

         4.       Compensation.

                  a.       Salary. During the term of this Agreement, the
                           Corporation shall pay the Executive a salary of
                           $177,424 per annum, which shall be paid at regular
                           intervals (no less often than monthly) in accordance
                           with the Corporation's normal payroll practices.

                  b.       Retention Compensation. During the term of this
                           Agreement, the Executive shall receive retention
                           compensation based upon and in accordance with the
                           criterion set forth on Exhibit "A" attached hereto
                           and incorporated herein by reference.

                  c.       Benefit Plans. The Executive shall be entitled to
                           participate in any plan of the Corporation relating
                           to pension, deferred compensation, profit-sharing,
                           stock purchase, group life insurance, medical
                           insurance or other retirement or employee benefits
                           that the Corporation may then have in force for the
                           benefit of its Executive employees, and for which he
                           is otherwise eligible. At a minimum, the Corporation
                           shall provide Executive with family medical
                           insurance, long-term disability insurance, and family
                           dental insurance. In the event the Corporation
                           institutes a stock option plan for its executives,
                           Executive shall be eligible to participate in such
                           plan at levels consistent with other senior level
                           executive employees.

                  d.       Expense Reimbursement. In addition to the
                           compensation provided to the Executive pursuant to
                           subparagraphs a., b., and c. hereof, and upon receipt
                           of proper documentation, the Corporation agrees to
                           reimburse the Executive for reasonable entertainment,
                           travel, lodging and other miscellaneous expenses,
                           including the reasonable and customary expenses
                           related to the operation and maintenance of a home
                           business office, incurred on its behalf and related
                           to the performance of his duties hereunder. The
                           Corporation shall also reimburse Executive for the
                           reasonable cost of Executive's monthly cellular
                           telephone expenses. Company shall provide Executive
                           with a monthly automobile allowance at a level
                           commensurate with other executives of the Company.

         5.       Vacations.

                           The Executive shall be entitled to four weeks paid
                           vacation for each calendar year during the Term of
                           the Agreement. The timing of vacations shall be
                           scheduled at a time mutually agreed upon between the
                           Executive and the CEO, but in no event shall the
                           Executive take more than two weeks of vacation at any
                           one time. The Executive shall

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EXHIBIT 10.12

                           not be entitled to receive any additional
                           compensation for his unused vacation time.

         6.       Termination of Employment.

                  a.       The Executive's employment under this Agreement may
                           be terminated by the Corporation for Cause as
                           hereinafter defined. Any termination of this
                           Agreement other than for "Cause" shall not prejudice
                           his right to receive:

                           (i)      Compensation in accordance with Paragraph 4
                                    of this Agreement for the remaining term
                                    hereof, and

                           (ii)     The other benefits provided by this
                                    Agreement for the remaining term thereof.

                  b.       The Executive shall have no right to receive
                           compensation or other benefits under this Agreement
                           for any period after the date of termination for
                           Cause. For purposes of this Agreement, termination
                           for "Cause" shall include termination because of the
                           (a) Executive's fraud or dishonesty in the course of
                           Executive's employment with the Corporation, (b)
                           gross negligence or willful misconduct committed by
                           Executive in the course of Executive's employment
                           with the Corporation which has or might reasonably be
                           expected to have a material adverse effect upon the
                           business or operations of the Corporation, (c) breach
                           of fiduciary duty involving personal profit, (d)
                           intentional failure to perform stated duties, (e)
                           conviction of a felony or other crime or moral
                           turpitude in the course of employment (e.g. fraud,
                           theft, embezzlement and the like, (f) habitual and
                           excessive use of alcohol or controlled substances
                           other than for therapeutic reasons, (g) failure to
                           achieve the minimum performance criterion set forth
                           on Exhibit "A" or (h) Executive's material breach of
                           any provision of this Agreement.

                  c.       This Agreement may be voluntarily terminated by the
                           Executive at any time upon ninety (90) days' written
                           notice to the Corporation or upon such shorter period
                           as may be agreed upon between the Executive and the
                           CEO of the Corporation. In the event of such
                           termination, the Corporation shall be obligated only
                           to continue to pay the Executive his salary up to the
                           date of termination and those retirement and/or
                           employee benefits which have been earned or become
                           payable up to the date of termination.

                  d.       If the Executive's employment terminates by reason of
                           the Executive's Disability, as defined in Paragraph
                           7, the Corporation shall pay the Executive any
                           benefits which pursuant to the terms of

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EXHIBIT 10.12

                           any compensation or benefit plan have been earned and
                           have become payable but which have not yet been paid
                           to the Executive, together with a pro rata portion of
                           any additional compensation that the Executive would
                           have been entitled to receive in respect of the year
                           in which the Executive's date of termination occurs
                           had he continued in employment until the end of such
                           calendar year; however, there shall be no incentive
                           bonus payable with respect to the year during which
                           Executive's employment is terminated.

         7.       Disability.

                  Executive shall be deemed to be disabled and the Corporation
                  may terminate this Agreement if Executive shall, as a result
                  of such Disability, fail to perform the duties hereunder for
                  any 90 days during a consecutive 120-day period. The
                  Corporation may terminate the Executive's employment after
                  having established his Disability, which results in the
                  Executive becoming eligible for long-term disability benefits.
                  For purposes of this Agreement, "Disability" means a physical,
                  or mental infirmity, which prevents the Executive from
                  performing the essential functions of his position under this
                  Agreement. In the event the Executive's employment is
                  terminated by reason of Disability, he shall be entitled to
                  the compensation and benefits provided for under this
                  Agreement for any period prior to the establishment of the
                  Executive's Disability during which is unable to work due to a
                  physical or mental infirmity.

         8.       Non-Solicitation and Non-Competition.

                  a.       The Executive agrees that during the term of this
                           Agreement, and for any period after the termination
                           of this Agreement during which he continues to
                           receive compensation under this Agreement, he will
                           not directly or indirectly:

                           (i)      Solicit, divert or take away any of the
                                    customers, business or patronage of the
                                    Corporation or its subsidiaries or
                                    affiliates; or

                           (ii)     Induce or attempt to influence any employee
                                    of the Corporation or its subsidiaries or
                                    affiliates to terminate his or her
                                    employment therewith.

                  b.       Executive agrees that during the term hereof and for
                           twelve (12) months from the date of the termination
                           of Executive's employment hereunder, Executive shall
                           not compete with the Corporation, on behalf of
                           himself or any other person, firm, business or
                           corporation, as follows: he shall not directly or
                           indirectly (i) engage in the pay telephone business;
                           or (ii) request or instigate any account or

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EXHIBIT 10.12

                           customer of the Corporation to withdraw, diminish,
                           curtail or cancel any of its business with the
                           Corporation.

                  c.     In the event of a breach or threatened breach of the
                         Executive of the provisions of this Paragraph 8, the
                         Corporation, or any duly authorized officer thereof,
                         will be entitled to a temporary restraining order or
                         injunction.

         9.       Successors; Binding Agreement.

                  This Agreement and all rights of the Executive hereunder shall
                  inure to the benefit of and be enforceable by his personal or
                  legal representatives, successors, heirs, distributees,
                  devisees, legatees and permitted assigns. This Agreement and
                  all rights of the Corporation hereunder shall inure to the
                  benefit of and be enforceable by its successors and permitted
                  assigns.

         10.      No Assignments.

                  This Agreement is personal to each of the parties hereto and
                  neither party may assign or delegate any of its rights or
                  obligations hereunder without first obtaining the written
                  consent of the other party.

         11.      Notices.

                  All notices, requests, demands and other communications
                  hereunder shall be in writing and shall be deemed to have been
                  duly given if delivered by hand or mailed certified or
                  registered mail, return receipt requested with postage repaid,
                  to the following addresses or to such other address as either
                  party may designate by like notice.

                  a.       If to the Corporation, to:

                           Davel Communications, Inc.
                           200 Public Square
                           Suite 700
                           Cleveland, OH  44114
                           Attention: Chief Executive Officer

                  b.       If to the Executive, to:

                           Tammy Martin
                           2311 S. Overlook Road
                           Cleveland Heights, OH 44106

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EXHIBIT 10.12

                  and to such other or additional person or persons as either
                  party shall have designated to the other party in writing by
                  like notice.

         12.      Amendments.

                  No amendments or additions to this Agreement shall be binding
                  unless in writing and signed by both parties except as herein
                  otherwise provided.

         13.      Paragraph Headings.

                  The Paragraph Headings used in this Agreement are included
                  solely for convenience and shall not affect, or be used in
                  connection with, the interpretation of this Agreement.

         14.      Severability.

                  The provisions of this Agreement shall be deemed severable and
                  the invalidity or unenforceability of any provisions shall not
                  affect the validity or enforceability of the other provisions
                  hereof.

                      This space intentionally left blank.

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EXHIBIT 10.12

         15.      Governing Law.

                  This Agreement shall, except to the extent that Federal law
                  shall be deemed to preempt it, be governed by and construed
                  and enforced in accordance with the laws of the State of Ohio.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.

                                        DAVEL COMMUNICATIONS, INC.

                                        By: /s/ WOODY M. MCGEE
                                            ------------------------------------
                                            Woody M. McGee
                                            Chairman and Chief Executive Officer

                                        EXECUTIVE

                                        /s/ TAMMY L. MARTIN
                                        ----------------------------------------
                                        Tammy Martin

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EXHIBIT 10.12

                                   EXHIBIT "A"

                          KEY EXECUTIVE RETENTION PLAN
                 DAVEL COMMUNICATIONS, INC. (THE "CORPORATION")

The purpose of this plan is to retain the Executive for efforts in managing the
Corporation and to incent Executive to carry forth certain strategic initiatives
at the direction of the Chairman of the Board and CEO.

In the event the Corporation is acquired and the Executives position is
eliminate or the Executive is asked to relocate more that fifty miles from their
primary residence and does not accept or restructuring efforts eliminate the
Executive's position, the Executive will be paid an amount equal to six months
severance or the time remaining on this Agreement, which ever is greater.

If the Executive chooses to leave employment prior to the expiration of this
Agreement, there will be no retention payments made.

This Agreement may be renewed at the option of the Corporation.

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